[Cite as Morelia Group-DE, L.L.C. v. Weidman, 2023-Ohio-386.]

IN THE COURT OF APPEALS

FIRST APPELLATE DISTRICT OF OHIO

HAMILTON COUNTY, OHIO

MORELIA GROUP-DE, LLC,

 Plaintiff-Appellee,

 vs.

THOMAS WEIDMAN,

 Defendant-Appellant.

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APPEAL NO. C-220153

TRIAL NO. A-2101260

 O P I N I O N.

Civil Appeal From: Hamilton County Court of Common Pleas

Judgment Appealed From Is: Affirmed

Date of Judgment Entry on Appeal: February 10, 2023

Taft Stettinius & Hollister LLP, Medora M. Akers, Russell S. Sayre and Chad R. 

Ziepfel, for Plaintiff-Appellee,

Green & Green, Jared A. Wagner and Jane M. Lynch, for Defendant-Appellant.
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CROUSE, Judge.

{¶1} Defendant-appellant Thomas Weidman, a trustee for Sycamore 

Township, appeals the trial court’s denial of his Civ.R. 12(C) motion for judgment on 

the pleadings. Plaintiff-appellee Morelia Group-DE, LLC, (“Morelia Group”) filed suit 

against Weidman in his individual capacity, claiming that Weidman tortiously

interfered with a business relationship between Morelia Group and the township. 

Weidman sought to have the suit dismissed on the grounds that the challenged actions 

fall within R.C. 2744.03(A)(6), the state’s immunity provision for employees of a 

political subdivision. The trial court denied Weidman’s motion. For the reasons set 

forth below, we affirm the judgment of the trial court.

I. Procedural History

{¶2} In April 2021, Morelia Group filed suit against Weidman for tortious 

interference with a business relationship. In his answer, Weidman counterclaimed for 

defamation, intentional infliction of emotional distress, and false light invasion of 

privacy. After a series of motions, the trial court granted Morelia Group’s motion to 

dismiss Weidman’s counterclaims on the basis that the claims were time-barred by the 

statute of limitations. The trial court then denied Weidman’s motion for judgment on 

the pleadings, concluding that the complaint sets forth adequate facts to survive an 

immunity challenge at the pleading stage. This timely appeal followed.

II. Factual History

{¶3} Morelia Group is a commercial real estate developer led by founder and 

CEO Christopher Hildebrant. Thomas Weidman has been a member of the Sycamore 

Township Board of Trustees since 2006. Hildebrant and Weidman have known each 

other since as early as 2005 through Hildebrant’s business dealings in and around 
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Sycamore Township.

{¶4} According to Morelia Group, beginning in 2007, Hildebrant attempted 

to acquire several adjacent parcels of land near the intersection of Montgomery Road 

and Kenwood Road in Sycamore Township for commercial development (the 

“Development Property”). The parcels were owned by various separate owners, and

Hildebrant had negotiated to acquire all but one before the entire plan fell through 

due to the 2008 economic downturn.

{¶5} In 2009, Hildebrant learned from Weidman that the township sought 

to buy the Development Property with the same goal of consolidating ownership and 

using the combined property for commercial development. According to Morelia 

Group, Weidman sought Hildebrant’s assistance in negotiating the purchase of the 

various parcels for the Township.

{¶6} In a series of transactions from 2009 through 2011, Hildebrant 

successfully negotiated various real estate transactions at Weidman’s request. 

According to Morelia Group, Hildebrant was to be paid consulting fees in the various 

arrangements. Morelia Group claims that in each transaction, Weidman demanded to

be paid a kickback from the consulting fee that Hildebrant collected. Over the course 

of these transactions, Hildebrant feigned agreement that he would pay Weidman the 

kickback. However, Morelia Group claims that every time Weidman asked Hildebrant 

for payment, Hildebrant made excuses as to why he could not pay the expected 

kickback, such as not having received the promised consulting fee.

{¶7} Morelia Group claims that in early 2012, Weidman learned of

Hildebrant’s deception regarding the nonpayment of the kickbacks. As a result, 

Weidman threatened to withhold zoning approval for Hildebrant’s latest deal unless 
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Hildebrant made good on all of the past kickbacks. Hildebrant continued to refuse 

payment. Morelia Group claims that Weidman subsequently retaliated against 

Hildebrant by using his position as a township trustee to have a concrete median

erected on the road in front of the subject property, diverting customers and 

economically damaging the businesses located on the property.

{¶8} Between 2010 and 2019, the township bought or contracted to buy all 

of the parcels constituting the Development Property for a combined total of nearly 

$11 million. Morelia Group only describes Hildebrant’s involvement in transactions 

prior to 2012, implying that he was no longer involved in negotiating purchases on 

behalf of the township after that time.

{¶9} In the fall of 2019, Morelia Group offered to purchase the Development 

Property from Sycamore Township. Hildebrant and Morelia Group’s architect made a 

formal presentation on Morelia Group’s offer and proposed site plan at the October 3, 

2019 Sycamore Township Board of Trustees meeting.

{¶10} The minutes of the meeting reflect that the township law director had 

various concerns with the submitted contract, including: (1) the township did not yet 

own part of the property Morelia Group sought to buy; (2) state law requires the 

township to make a determination about what part of the property is needed for a 

public purpose before selling, and no study of that question had been started since the 

township did not yet own the entire property; and (3) the contract would require the 

township to approve certain zoning changes, which could not be done through the 

contract. The law director also noted that Morelia Group’s offer of $10,820,000 is 

equal to what the township paid to acquire the property, and that an appraisal of the 

land was likely to show that the entire property sold together was worth more than the 
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individual parcels.1

{¶11} The minutes also show that Weidman repeated the concerns raised by 

the law director. Weidman further suggested that the process for selling the land 

should be more transparent, including a request-for-proposals process that would 

invite multiple developers to submit proposals for the site in accordance with an 

access-management plan to be specified by the township.

{¶12} In its complaint, Morelia Group alleges that Weidman’s objections to 

Morelia Group’s proposal were pretextual and that Weidman had acted “with 

malicious purpose, in bad faith, and/or in a wanton or reckless manner” to prevent 

Morelia Group from contracting with the township. Morelia Group claims that 

Weidman harbors personal animus against Hildebrant because of Hildebrant’s prior 

refusal to pay kickbacks to Weidman, and that this personal animus was the true

motivation behind Weidman’s objections to Morelia Group’s offer. Further, Morelia 

Group claims that the other two members of the township board of trustees viewed 

the offer favorably, and that but for Weidman’s objection, the board would have voted 

to accept the offer.

III. Analysis

{¶13} In his sole assignment of error, Weidman claims that the pleadings and 

evidence properly before the court show that Weidman is entitled to the benefit of the 

statutory immunity conferred upon employees of political subdivisions under R.C. 

2477.03(A)(6). Morelia Group counters that its complaint is sufficient to withstand 

Weidman’s motion for judgment on the pleadings on the basis that, if proven, its 

claims are sufficient to overcome Weidman’s immunity. We agree that Morelia 

1 Morelia Group avers in its complaint that it offered $10,825,000 for the Development Property. 

For the purposes of this appeal, the discrepancy is immaterial.
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Group’s complaint is sufficient to overcome Weidman’s immunity at this stage. 

Accordingly, we affirm the trial court’s denial of Weidman’s motion for judgment on 

the pleadings.

Jurisdiction and Standard of Review

{¶14} Our jurisdiction over this interlocutory appeal is based on the trial 

court’s denial of civil immunity to Weidman as an employee of a political subdivision. 

See R.C. 2744.02(C). Thus, our review is limited to the question of Weidman’s 

immunity. Lamar Advantage GP Co., LLC v. City of Cincinnati, 2021-Ohio-2422, 176 

N.E.3d 81, ¶ 2 (1st Dist.). Issues pertaining to political-subdivision immunity under 

R.C. Chapter 2744 present questions of law, which we review de novo. Williams v. City 

of Cincinnati, 1st Dist. Hamilton No. C-210146, 2021-Ohio-3801, ¶ 4.

{¶15} Weidman appeals from the trial court’s denial of his motion for 

judgment on the pleadings under Civ.R. 12(C). We review the trial court’s judgment 

on the pleadings de novo. Vandercar v. Port of Greater Cincinnati Dev. Auth., 

2022-Ohio-3148, 196 N.E.3d 878, ¶ 40 (1st Dist.). “Dismissal on a Civ.R. 12(C) motion 

for judgment on the pleadings is proper when a court construes as true the material 

allegations in the complaint, along with all reasonable inferences to be drawn 

therefrom, and finds, beyond doubt, that the plaintiff can prove no set of facts that 

would entitle the plaintiff to relief.” Id., citing Reister v. Gardner, 164 Ohio St.3d 546, 

2020-Ohio-5484, 174 N.E.3d 713, ¶ 17.

{¶16} As recently noted by the Supreme Court, “Ohio is a notice-pleading 

state.” Maternal Grandmother, Admr. v. Hamilton Cty. Dept. of Job & Family Servs., 

167 Ohio St.3d 390, 2021-Ohio-4096, 193 N.E.3d 536, ¶ 10. To counter a defendant’s 

anticipated claim of political-subdivision-employee immunity under R.C. 
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2744.03(A)(6)(b), “notice pleading suffices and the plaintiff may not be held to a 

heightened pleading standard or expected to plead the factual circumstances 

surrounding an allegation of wanton or reckless behavior with particularity.” Id. at 

¶ 11. We apply the same pleading standard to allegations under R.C. 2744.03(A)(6)(b) 

of malicious purpose or bad faith. See id.; Civ.R. 9(B). Thus, to survive Weidman’s 

motion for judgment on the pleadings, Morelia Group need only put Weidman on 

notice that an exception to his statutory immunity “might apply.” Maternal 

Grandmother at ¶ 15. Unless the allegations of Morelia Group’s complaint are so 

deficient that “no set of facts” proving those allegations could pierce Weidman’s 

statutory immunity, dismissal on the pleadings is inappropriate. Id.

Minutes of the October 3 Trustee Meeting

{¶17} Before we address the merits of Weidman’s appeal, we must determine 

what materials are properly before the court. “A motion for judgment on the pleadings 

tests the sufficiency of a complaint and is restricted solely to the allegations in the 

pleadings.” Gilman v. Physna, LLC, 1st Dist. Hamilton No. C-200457, 

2021-Ohio-3575, ¶ 14, citing Whaley v. Franklin Cty. Bd. of Commrs., 92 Ohio St.3d

574, 581, 752 N.E.2d 267 (2001). “The ‘pleadings’ consist of the complaint, the answer, 

and any attached written instruments.” Id., citing Civ.R. 7(A) and 10(C). Such a written 

instrument is not just any document attached to the complaint or answer, but 

specifically a document that “ ‘evidence[s] the parties’ rights and obligations, such as 

negotiable instruments, “insurance policies, leases, deeds, promissory notes, and 

contracts.” ’ ” Id., quoting State ex rel. Leneghan v. Husted, 154 Ohio St.3d 60, 

2018-Ohio-3361, 110 N.E.3d 1275, ¶ 17, quoting Inskeep v. Burton, 2d Dist. 

Champaign No. 2007 CA 11, 2008-Ohio-1982, ¶ 17.
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{¶18} Weidman urges us to take judicial notice of the minutes of the October 

3 trustee meeting. Although the minutes were not attached to the complaint or answer, 

Weidman argues that the minutes are properly before the court because (1) the events 

of the October 3 meeting are central to the plaintiff’s complaint and (2) we may take 

judicial notice of public records accessible via the Internet when considering a motion 

for judgment on the pleadings.

{¶19} We hold that even if the minutes were attached to the complaint or 

answer, they would not be appropriate to consider. The minutes of the trustee meeting

do not evidence the parties’ rights and obligations. Rather, they set forth a view of the 

facts in dispute. They are not the kind of written instrument that we may consider as 

an attachment to the pleadings.

{¶20} Further, insofar as we may take judicial notice of the minutes as a public 

record, the value of the minutes is limited. We have held that a court ruling on a motion 

for judgment on the pleadings may take judicial notice of “appropriate matters” 

without converting the motion to one for summary judgment. Buchenroth v. City of 

Cincinnati, 2019-Ohio-2560, 140 N.E.3d 114, ¶ 9 (1st Dist.). Such appropriate matters 

include those that are “capable of accurate and ready determination by resort to 

sources whose accuracy cannot be reasonably questioned” and are “not subject to 

reasonable dispute.” Id., quoting Evid.R. 201(B).

{¶21} The minutes of the trustee meeting are a public record. However, while 

“a court may take judicial notice of matters of public record, it may not take judicial 

notice of disputed facts stated in those public records.” McKenzie v. Davies, 2d Dist. 

Montgomery No. 22932, 2009-Ohio-1960, ¶ 24. “A court cannot take judicial notice 

of a ‘fact’ that is controverted.” Id. Thus, while we may take judicial notice of the 
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undisputed facts that a trustee meeting occurred on October 3, 2019, and that the 

matter of Morelia Group’s offer was discussed, we cannot similarly accept as fact the 

statements made by Weidman and the law director merely because their utterance was 

captured in the meeting minutes.

{¶22} Accordingly, we accept the minutes as a public record of the October 3, 

2019 meeting of the Sycamore Township Board of Trustees, but we decline to take 

notice of the disputed statements made at the meeting in support of Weidman’s and 

Morelia Group’s arguments.

Political-Subdivision-Employee Immunity

{¶23} We turn now to the substance of Weidman’s appeal. Weidman argues 

that his conduct at the October 3 trustee meeting was within the scope of his duties as 

a township trustee. Weidman also argues that his conduct was without malicious 

purpose or bad faith. Thus, he claims immunity from personal liability for his actions 

under Ohio’s statutory immunity for political-subdivision employees, set forth in R.C. 

2744.03(A)(6).

{¶24} R.C. 2744.03 provides broad immunity from civil suits for political 

subdivisions of the state and employees of political subdivisions. The suit must relate 

to an “act or omission in connection with a governmental or proprietary function.” 

R.C. 2744.03(A). There is no dispute in this case that the challenged actions were in 

connection with a governmental function.

{¶25} The specific provision at issue, R.C. 2744.03(A)(6), delineates the scope 

of civil liability immunity for employees of political subdivisions. A township, such as 

Sycamore Township, is a political subdivision of the state within the meaning of R.C. 

Chapter 2744. R.C. 2744.01(F). An employee of a political subdivision includes an 
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elected official. R.C. 2744.01(B). Thus, the immunity offered by R.C. 2744.03(A)(6) 

generally applies to Weidman. Under R.C. 2744.03(A)(6), an employee of a political 

subdivision is immune from civil suit unless any one of the following exceptions 

applies:

(a) The employee’s acts or omissions were manifestly 

outside the scope of the employee’s employment or 

official responsibilities;

(b) The employee’s acts or omissions were with malicious 

purpose, in bad faith, or in a wanton or reckless manner;

(c) Civil liability is expressly imposed upon the employee 

by a section of the Revised Code.

R.C. 2744.03(A)(6)(a)-(c). In this case, there is no suggestion that division (c) applies.

{¶26} Weidman argues that the challenged action, preventing a favorable vote 

on Morelia Group’s proposed purchase, was within the scope of his employment as a 

township trustee, and therefore the exception to immunity under R.C. 

2744.03(A)(6)(a) is not triggered.

{¶27} However, where a state or political-subdivision employee’s conduct is 

motivated by actual malice, it is outside the scope of employment. See Jackson v. 

McDonald, 144 Ohio App.3d 301, 307, 760 N.E.2d 24 (5th Dist.2001) (“It is only where 

the acts of the governmental employee are motivated by actual malice or other 

situations giving rise to punitive damages that their conduct may be outside the scope 

of their state employment.”); Curry v. Village of Blanchester, 12th Dist. Clinton Nos. 

CA2009-08-010 and CA2009-08-012, 2010-Ohio-3368, ¶ 30 (same); Drain v. 

Kosydar, 54 Ohio St.2d 49, 56, 374 N.E.2d 1253 (1978) (“Where it is alleged that the 
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acts of a state employee were motivated by actual malice * * *, such conduct would 

certainly be outside the scope of state employment * * *.”).

{¶28} Weidman argues that, even if Morelia Group’s allegation of actual 

malice is true, his claim of a facially valid justification for his actions negates the effect 

of any malicious purpose or bad faith and therefore the exception to immunity under 

R.C. 2744.03(A)(6)(b) is not triggered.

{¶29} For the purposes of R.C. 2744.03, “malice” has been defined as “ ‘ “the 

willful and intentional desire to harm another, usually seriously, through conduct 

which is unlawful or unjustified.” ’ ” (Emphasis added.) Martcheva v. Dayton Bd. of 

Edn., 2021-Ohio-3524, 179 N.E.3d 687, ¶ 81 (2d Dist.), quoting Reno v. Centerville, 

2d Dist. Montgomery No. 20078, 2004-Ohio-781, ¶ 25, quoting Moffitt v. Litteral, 2d 

Dist. Montgomery No. 19154, 2002-Ohio-4973, ¶ 96. Likewise, “bad faith” has been 

defined as a “sinister motive that has no reasonable justification.” (Emphasis added.) 

Id., quoting Moffitt at ¶ 96.

{¶30} Applying those definitions, Weidman contends that his opposition to 

Morelia Group’s proposal to buy the Development Property was appropriate and 

prudent at the October 3 trustee meeting. Weidman points out that the township’s law 

director had identified specific reasons that any board action at that time would be 

premature. Additionally, Weidman notes that Morelia Group’s proposed purchase 

price was exactly what the township had paid for the land when buying the parcels 

piecemeal. Both Weidman and the law director expressed their concern at the trustee 

meeting that the value of the entire Development Property could substantially exceed 

that amount.

{¶31} At the pleading stage, we are constrained to credit as true Morelia 
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Group’s factual allegations. Morelia Group has alleged a personal history of bad 

feelings between Hildebrant and Weidman, which permits an inference that Weidman 

harbored an intent to harm Hildebrant professionally by sabotaging Morelia Group’s 

business opportunity. Following the “no set of facts” standard, we conclude that 

Morelia Group has set forth sufficient allegations to pierce Weidman’s statutory 

immunity.

{¶32} Although reasonable justification for Weidman’s actions may ultimately 

serve to disprove malice or bad faith, Morelia Group pled that Weidman’s opposition 

to the purchase offer was pretextual and that despite the purported justification for 

Weidman’s opposition, the other township trustees were in favor of accepting Morelia 

Group’s offer. Because we are unable to take judicial notice of the contents of the 

October 3 meeting minutes as conclusively proving the truth of the disputed contents, 

we are unable to credit as fact Weidman’s claim of justification. Because we must, at 

the pleading stage, make all favorable inferences against the moving party, we infer 

from Morelia Group’s claim that the other trustees favored Morelia Group’s offer and 

that Weidman’s purported justifications were invalid and pretextual grounds upon

which to refuse to consider the offer.

{¶33} We therefore conclude that Morelia Group has pled sufficient facts to 

overcome Weidman’s claim of immunity under R.C. 2744.03(A)(6).

Qualified Privilege

{¶34} In addition to his claim of civil immunity as a political-subdivision 

employee under R.C. 2744.03(A)(6), Weidman claims that he is also entitled to 

immunity from Morelia Group’s tortious-interference claim under the common law 

doctrine of “qualified privilege.” Weidman claims that his justification for the 
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challenged actions creates a qualified privilege, which is a form of common law 

immunity. Weidman claims that this court has jurisdiction to decide this issue 

pursuant to R.C. 2744.02(C).

{¶35} Morelia Group responds that the defense of qualified privilege 

challenges the merits of the tortious-interference claim and does not provide 

immunity from suit. Thus, Morelia Group argues that we are without jurisdiction to 

review this issue on this interlocutory appeal. We agree.

{¶36} “Qualified privilege” has been recognized by Ohio courts as a defense to 

both defamation and tortious-interference claims. Smith v. Ameriflora 1992, 96 Ohio 

App.3d 179, 187, 644 N.E.2d 1038 (10th Dist.1994). Qualified privilege does not 

provide immunity from suit, but rather it is an attack on the merits of a defamation or 

tortious-interference claim. Thus, we are without jurisdiction to consider the issue on 

interlocutory appeal.

{¶37} Even if we agreed with Weidman’s characterization of qualified 

privilege as a common law immunity, we would still lack jurisdiction over this issue. 

R.C. 2744.02(C) states, “An order that denies a political subdivision or an employee of 

a political subdivision the benefit of an alleged immunity from liability as provided in 

this chapter or any other provision of the law is a final order.” (Emphasis added.) 

Weidman claims that the common law is included in the definition of “law” under R.C. 

Chapter 2744. We disagree with this interpretation.

{¶38} R.C. Chapter 2744’s definition of “law” states as follows: 

“Law” means any provision of the constitution, statutes, or rules of the 

United States or of this state; provisions of charters, ordinances, 

resolutions, and rules of political subdivisions; and written policies 
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adopted by boards of education. When used in connection with the 

‘common law,’ this definition does not apply.

R.C. 2744.01(D).

{¶39} The term “rule” is not expressly defined, but we observe that, “ ‘[r]ule’ 

includes regulation.” R.C. 1.59(F). This suggests that “rule” means something akin to 

the Ohio Administrative Code or the Rules of Court. No other term in R.C. 2744.01(D) 

could encompass the common law within its meaning. Thus, we conclude that “law,” 

in the context of R.C. Chapter 2744, does not include the common law. In doing so, we 

agree with the analysis in Judge Belfance’s dissenting opinion in Buck v. Village of 

Reminderville, 9th Dist. Summit No. 27002, 2014-Ohio-1389, ¶ 24-25 (Belfance, J., 

dissenting). Accord City of Cleveland v. Graham, 8th Dist. Cuyahoga No. 108232, 

2020-Ohio-379, ¶ 15 (“R.C. 2744.01(D) specifically states, ‘[w]hen used in connection

with the “common law,” this definition does not apply.’ Thus, Graham’s common law 

claim of immunity is not based on ‘any other provision of law.’ ”). But see Marcum v. 

Rice, 10th Dist. Franklin Nos. 98AP-717, 98AP-718, 98AP-719 and 98AP-721, 1998 

Ohio App. LEXIS 5385, 6-8 (Nov. 3, 1998) (concluding that R.C. 2744.01(D) includes 

“common law” within the definition of “law” because the term “rules” encompasses 

the decisions of state courts); Buck at ¶ 6 (following Marcum).

{¶40} R.C. 2744.02(C) includes as a final, appealable order those orders 

denying immunity to an employee of a political subdivision under R.C. Chapter 2744 

or “any other provision of law.” Because we conclude that “law,” in this context, 

excludes the common law, an order denying an alleged immunity arising from the 

common law is not a final, appealable order, and we are without jurisdiction to 

consider the issue on interlocutory appeal.
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{¶41} We conclude that under either Weidman’s or Morelia Group’s 

interpretation of Weidman’s qualified-privilege claim, we do not have jurisdiction 

under R.C. 2744.02(C) to consider the issue at this time.

IV. Conclusion

{¶42} The trial court properly denied Weidman’s motion for judgment on the 

pleadings. Accordingly, we overrule Weidman’s sole assignment of error and affirm 

the judgment of the trial court.

Judgment affirmed.

BERGERON, P.J., and BOCK, J., concur.

Please note:

The court has recorded its entry on the date of the release of this opinion.